Insituform Technologies/Street/16,721.25/Emergency Storm Lining Ir.-:,ituform Technologies USA, LLC
Street Department 2012
Appropriation #42- 370.01; P.O. #26268
Contract Not To Exceed $16,721.25
1
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES "Agreement is
hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board
of Public Works and Safety "City and Insituform Technologies USA, LLC, an entity duly
authorized to do business in the State of Indiana "Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and /or services (the "Goods and Services from Vendor using City
budget appropriation number 42- 370.01 funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Sixteen Thousand Seven Hundred Twenty One Dollars and Twenty Five
Cents ($16,721.25) (the "Estimate Vendor shall submit an invoice to City no more than once every
thirty (30) days detailing the Goods and Services provided to City within such time period. City shall
pay Vendor for such Goods and Services within sixty (60) days after the date of City's receipt of
Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not
disputed, are in conformance with the specifications, set forth in Exhibit A, are submitted on an
invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise
performed and satisfied all the terms and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
those certain specifications, descriptions and /or quotations regarding same as were provided to
Vendor by City and /or by Vendor to and accepted by City, all of which documents are incorporated
herein by reference, and that the Goods and Services will be delivered it `.a timely, good and
workmanlike manner and free from defect. Vendor acknowledges that it knows of`City's intended use
and expressly warrants that the Goods and Services provided to City pursuant to this Agreement
have been selected by Vendor based upon City's stated use and are fit and sufficient for their
particular purpose.
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Insituform Technologies USA, LLC
Street Department 2012
Appropriation #42- 370.01; P.O. #26268
Contract Not To Exceed $16,721.25
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same "Effective
Date and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances),after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and /or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and /or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
\VssvrappsI User Data Adam, \LAWAhared\ProfSvcs Goods Svcs \Street\2012\1NSITUPORM TECHNOLOGIES Goody Sandces.doc: 1 /9/2012 7 :55 AM]
Insituform Technologies USA, LLC
Street Department 2012
Appropriation #42- 370.01; P.O. #26268
Contract Not To Exceed $16,721.25
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and /or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and /or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11.. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and /or Vietnam era veteran
status.
12. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
13. NON- ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
14. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
15. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
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Insituform Technologies USA, LLC
Street Department 2012
Appropriation #42- 370.01; P.O. #26268
Contract Not To Exceed $16,721.25
16. SEVERAB1LITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
17. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing 'and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel Street Department
One Civic Square
Carmel, Indiana 46032
ATTENTION: David Huffman
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Insituform Technologies USA, LLC
2130 Stout Field West Drive
Indianapolis, IN 46241
Telephone: 317- 408 -7136
E -Mail:
ATTENTION: Jay Ferguson
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
18. TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
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Insituform Technologies USA, LLC
Street Department 2012
Appropriation #42- 370.01; P.O. #26268
Contract Not To Exceed $16,721.25
18.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
19. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
20. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
21. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2012 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
22. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
23. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
\Vssvrapps1 \User Data Admin\LAW\shared\ProfSvcs Goods Svcs \Street \2012\INSITUFORM TECHNOLOGIES Goo Services doc.I /9/2012 7.55 AM]
Insituform Technologies USA, LLC
Street Department 2012
Appropriation #42- 370.01; P.O. #26268
Contract Not To Exceed $16,721.25
26. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA INSITUFORM TECHNOLOGIES USA, LLC
by and through its Board of Public
Works and Safety
By: By:
James Brainard, Presiding Officer Aut e rizei_Signattire
Date:
Ioup o (Apr)
Printed Name'
Mary Ann Burke, Member
Date: V i t
Title
Lori S. Watson, Member FID /TIN: 4 3 19 7
Date:
Last Four of SSN if Sole Proprietor: v,/
ATTEST:
Date:
Diana Cordray, IAMC, Clerk- Treasurer
Date:
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Worldwide Pipeline Rehabilitation 2130 Stout Field West Drive
®nsitQ®I *TM Tel:(317) 489 3863 Indianapolis, IN 46241
Technologies' LS.1 Fax: (317) 489 -3872 www.insituform.com
January 4, 2012
To: Dave Huffman, Street Commissioner
City of Carmel
1 Civic Square
Carmel, IN 46032
733 -2001 Office
733 -2005 Fax
Project Name: Emergency Storm Lining Project
Insituform Technologies USA, Inc. herein proposes to furnish a Proposal for all labor, materials,
equipment, and services necessary to reconstruct the referenced project.
Assumptions and Qualifications
A site review was performed for this project. If conditions are materially different from those communicated
to Insituform Technologies USA, Inc., we reserve the right to void or renegotiate the pricing contained in
this proposal.
We have based this proposal on a nominal wall thickness for the Insitutube as shown in the price. This is
based on the best available information at the time of this proposal. Existing pipe deterioration in excess of
the conditions assumed, ground water loads in excess of those assumed, or other loads or conditions may
increase the recommended thickness for all or portions of the work. Final recommendations may be
submitted to you following the completion of the preliminary TV phase of the project. Stated prices are
subject to adjustment if design changes are agreed upon.
Specific service connections will be reconnected only when written directions are received from the
Owner /Prime Contractor with an additional charge for each service connection. The Owner /Prime Contractor
will indemnify and hold Insituform Technologies USA, Inc. harmless from all claims arising from backups
and other effects of such actions or inaction's from services not opened at the owner's request. In the event
that Insituform is unable to locate or reconnect a service lateral internally, the Owner /Prime Contractor will
externally reconnect the service at no cost to Insituform. Water shall be provided at no cost to Insituform
Technologies USA, Inc. for all construction phases of this project. Insituform Technologies USA, Inc. will
follow all required deposit, backflow prevention, and metering procedures.
The Owner /Prime Contractor will provide access to both ends of the line and point repairs if needed.
Installation can be completed after point repairs and accesses to both ends are completed.
Proposal Pricing
DESCRIPTION tz •QTY. U /M: PRICE AMOUNT`_
1 15 -Inch Insituform®CIPP 343 LF 48.75 16,721.25
TOTAL 16,721.25
Exhibit T_
1 53
Insituform Proposal
Proposal Inclusions
The prices stated in this proposal include:
1. Mobilizations and demobilization.
2. Pipe line cleaning. Loose debris and "normal" deposits only. Extraordinary conditions will need to be treated
as a point repair.
3. Pre -Video inspections and documentation of existing pipe prior to reconstruction with the Insituform process
for pipe rehabilitated by CIPP.
4. Final video inspection following completion of the installation to document your new pipe rehabilitated by
CIPP.
5. Insitutube wetout using 400,000 Flexural Modulus resin, inversion, curing, and finishing.
6. Confined space safe entry practices.
7. One -year standard construction warranty.
8. Certificate of insurance with a standard coverage (Does not include Primary and Non Contributory Coverage)
Proposal Exclusions
Not included in the prices stated in this estimate are costs associated with the items listed below. These items, if
needed or found to be applicable, would be provided by Insituform Technologies USA, Inc. at your additional cost;
or would be furnished by others, at your direction, at no cost to Insituform Technologies USA, Inc.:
a) Clear access to sewer through new or existing manhole, manhole frame and chimney /corbel removed.
b) Access to a sanitary sewer on site to dispose of cure water.
c) If preliminary video inspection of the pipe interior indicates excessive damage, or other extra ordinary
condition, which will require excavation, or other extraordinary remedy, to prepare the pipe for installation of
the Insitutube, then those services will be provided by the Prime contractor or Owner. This will include
excessive roots, excessive debris and protruding taps.
d) Additional cleaning and televising mobilizations and /or setups due to point repairs, obstruction removals, or
delays out of our control will be an additional charge.
e) Manual operation of any pumping and /or metering stations.
f) Water from fire hydrants within a convenient distance from each cleaning and inversion site location.
g) Legal dumpsite for debris resulting from pipe cleaning.
h) If any hazardous or toxic materials are encountered during the project, the Owner /Prime Contractor will be
responsible for the removal and disposal of the materials.
i) Installation of cleanouts, or other ports, if required for special bypass pumping requirements for businesses.
j) Manhole installation, rehabilitation, and /or replacement, if needed to install CIPP.
k) Project permits and /or local licenses.
I) State and local sales and /or use taxes on the value of the project. If you are exempt please submit the
appropriate documentation.
m) Additional premiums for special insurance coverage(s) demanded by you or other parties particular to this
project.
n) Performance and Payment Bond not included. This is available upon request, but if required please add 2.5%
to the total project cost.
Page 2 of 3 �n
"D
Insituform Proposal
Proposal Terms and Conditions
a) Limits of Liability. In consideration of Insituform Technologies USA, Inc.'s agreement to maintain no less than
$5,000,000 of comprehensive general liability insurance in the form required by the Contract, Insituform
Technologies USA, Inc.'s liability to the Owner for any matter covered by such insurance will be limited to the
extent of such insurance and the Owner will indemnify and hold Insituform Technologies USA, Inc. harmless
from any third party claims covered by such insurance to the extent such claims exceed the limits of such
insurance. Neither party shall be liable to the other for consequential damages relating to the contract. In
case of conflict between this provision and any other provision in the Contract as ultimately executed, this
provision shall govern and prevail.
b) LIMITED WARRANTY. IN LIEU OF ALL OTHER EXPRESSED, IMPLIED AND /OR STATUTORY.
WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, CONTRACTOR AGREES TO CORRECT ANY DEFECTS IN THE MATERIALS OR SERVICES
PROVIDED BY CONTRACTOR WHICH ARE BROUGHT TO THE ATTENTION OF CONTRACTOR WITHIN
ONE YEAR FOLLOWING COMPLETION OF CONTRACTOR'S WORK, PROVIDED OWNER AFFORDS
CONTRACTOR SUITABLE ACCESS AND WORKING CONDITIONS TO ACCOMPLISH SUCH
CORRECTION.
c) MUTUAL RELEASE OF CONSEQUENTIAL DAMAGES. Neither party shall be liable to the other for
consequential damages relating to or arising out of the Contract.
d) PROPOSAL SUBJECT TO NEGOTIATION OF OTHER STANDARD TERMS OF AGREEMENT. This
proposal is subject to agreement of the parties on other terms and conditions as are customary in contracts of
this nature.
e) Quantities are estimated. Unit prices apply for actual invoice and payment.
f) Payments are due at net within thirty days of invoice. Final payment is due within thirty days of completion of
project.
g) Monthly progress partial payments may be requested for the value of work in progress or completed, including
materials secured and on site.
h) Prices stated are in effect for thirty days from the date of this proposal. The acceptance period may be
extended at the sole option of Insituform Technologies USA, Inc.
i) Conflicts. In case of conflict between the provision of the aforesaid paragraphs and any other provision in the
Contract as ultimately executed the provisions as set forth above shall govern and prevail.
Offered By: Accepted By:
Insituform Technologies USA, Inc.
A V Signature
Jay B. Ferguson Name /Title
Business Development Manager
Organization
Accepted by: Insituform Technologies USA, Inc.
Date:
ongtas Thomas
Vice President
Is this Project Tax Exempt? If Yes, please provide Tax Exemption Form and, where applicable, Project
Exemption Form.
Does this Project require Certified Payroll? Are there wage rates? If yes, please provide a
copy of the wage rates.
This accepted proposal constitutes a formal agreement. If you initiate a purchase order or other contract
document it shall not be acknowledged without this accepted proposal as an attachment.
A
Page 3 of 3
51
Board of Public Works and Safety
City of Carmel
y or James Brainard Date
it 1
ary n Burke, Member Date
Lori W. son, Member Date
ATTEST:
V 1 /P
C5'"
iana L. Cordray, 9 -rk Treasurer Date